As filed with the Securities and Exchange Commission on March 1, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IVERIC bio, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of | | | 20-8185347 (I.R.S. Employer | |
| 8 Sylvan Way Parsippany, New Jersey (Address of Principal Executive Offices) | | | 07054 (Zip Code) | |
2013 Stock Incentive Plan
2019 Inducement Stock Incentive Plan
(Full Title of the Plan)
Glenn P. Sblendorio
Chief Executive Officer
IVERIC bio, Inc.
8 Sylvan Way
Parsippany, New Jersey 07054
(Name and Address of Agent for Service)
(609) 474-6755
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | | | Accelerated filer ¨ |
Non-accelerated filer ¨ | | | Smaller reporting company ¨ |
| | | Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2013 Stock Incentive Plan and the 2019 Inducement Stock Incentive Plan of IVERIC bio, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement hereby incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-191767, filed with the Securities and Exchange Commission on October 16, 2013 by the Registrant, relating to the Registrant’s Amended and Restated 2007 Stock Incentive Plan, as amended, and 2013 Stock Incentive Plan; (ii) the Registration Statement on Form S-8, File No. 333-193694, filed with the Securities and Exchange Commission on January 31, 2014 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan; (iii) the Registration Statement on Form S-8, File No. 333-202438, filed with the Securities and Exchange Commission on March 2, 2015 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan and certain inducement grants; (iv) the Registration Statement on Form S-8, File No. 333-208893, filed with the Securities and Exchange Commission on January 6, 2016 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan and certain inducement grants; (v) the Registration Statement on Form S-8, File No. 333-219656, filed with the Securities and Exchange Commission on August 3, 2017 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan; (vi) the Registration Statement on Form S-8, File No. 333-223537, filed with the Securities and Exchange Commission on March 9, 2018 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan; (vii) the Registration Statement on Form S-8, File No. 333-229982, filed with the Securities and Exchange Commission on March 1, 2019 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan; (viii) the Registration Statement on Form S-8, File No. 333-234404, filed with the Securities and Exchange Commission on October 31, 2019, relating to the Registrant’s 2019 Inducement Stock Incentive Plan; (ix) the Registration Statement on Form S-8, File No. 333-236720, filed with the Securities and Exchange Commission on February 27, 2020, relating to the Registrant’s 2013 Stock Incentive Plan; (x) the Registration Statement on Form S-8, File No. 333-238065, filed with the Securities and Exchange Commission on May 7, 2020, relating to the Registrant’s 2019 Inducement Stock Incentive Plan; (xi) the Registration Statement on Form S-8, File No. 333-253896, filed with the Securities and Exchange Commission on March 5, 2021, relating to the Registrant’s 2013 Stock Incentive Plan and 2019 Inducement Stock Incentive Plan; (xii) the Registration Statement on Form S-8, File No. 333-260917, filed with the Securities and Exchange Commission on November 9, 2021, relating to the Registrant’s 2019 Inducement Stock Incentive Plan; (xiii) the Registration Statement on Form S-8, File No. 333-262995, filed with the Securities and Exchange Commission on February 24, 2022, relating to the Registrant’s 2013 Stock Incentive Plan and 2019 Inducement Stock Incentive Plan; and (xiv) the Registration Statement on Form S-8, File No. 333-266334, filed with the Securities and Exchange Commission on July 26, 2022, relating to the Registrant’s 2019 Inducement Stock Incentive Plan, in each case except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
* Filed herewith
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 1st day of March, 2023.
IVERIC bio, Inc. | ||
By: | /s/ Glenn P. Sblendorio | |
Glenn P. Sblendorio | ||
Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of IVERIC bio, Inc., hereby severally constitute and appoint Glenn P. Sblendorio, David F. Carroll and Todd D.C. Anderman, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable IVERIC bio, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | | | Title | | | Date |
/s/ Glenn P. Sblendorio Glenn P. Sblendorio | | | Chief Executive Officer and Director (principal executive officer) | | | March 1, 2023 |
/s/ David F. Carroll David F. Carroll | | | Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) | | | March 1, 2023 |
/s/ Adrienne L. Graves Adrienne L. Graves, Ph.D. | | | Chairman of the Board of Directors | | | March 1, 2023 |
/s/ Mark S. Blumenkranz Mark S. Blumenkranz, M.D. | | | Director | | | March 1, 2023 |
/s/ Axel Bolte Axel Bolte | | | Director | | | March 1, 2023 |
/s/ Pravin U. Dugel Pravin U. Dugel, M.D. | | | Director | | | March 1, 2023 |
/s/ Jane P. Henderson Jane P. Henderson | | | Director | | | March 1, 2023 |
/s/ Christine Miller Christine Miller | | | Director | | | March 1, 2023 |
/s/ Calvin W. Roberts Calvin W. Roberts, M.D. | | | Director | | | March 1, 2023 |